UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2014
Carriage Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 1-11961 | 76-0423828 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
3040 Post Oak Boulevard, Suite 300
Houston, Texas 77056
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code:
(713) 332-8400
¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 7.01 REGULATION FD
In accordance with General Instruction B.2 of Form 8-K, the information presented herein under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information or the exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
On November 3rd and 4th, 2014, representatives of Carriage Services, Inc. will be meeting with various investors in New York and Boston, and will conduct a management to sales call in New York.The information included as part of this current report on Form 8-K as Exhibit 99.1 includes graphic images or slides that will be made available at these meetings. These slides are available for viewing at our website, www.carriageservices.com, although we reserve the right to discontinue that availability at any time.
Cautionary Statements
This filing includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect our operations, financial performance, and other factors as discussed in our filings with the Securities and Exchange Commission. Among the factors that could cause results to differ materially are those risks discussed in the periodic reports we file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2013. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” We do not undertake any duty to update any forward-looking statement except as required by law.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following are furnished as part of this current report on Form 8-K:
99.1 Investor Presentation.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Carriage Services, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CARRIAGE SERVICES, INC. | |||
Dated: November 3, 2014 | By: | /s/ L. William Heiligbrodt | |
L. William Heiligbrodt | |||
Executive Vice President and Secretary | |||
INDEX TO EXHIBITS
Exhibit | Description | ||
99.1 | Investor Presentation. | ||
1 Investor Presentation Q4 2014
2 Confidential Certain statements made herein or elsewhere by, or on behalf of, the Company that are not historical facts are intended to be forward‐looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on assumptions that the Company believes are reasonable; however, many important factors, as discussed under “Forward‐Looking Statements” in the Company’s Annual Report on Form 10‐K for the year ended December 31, 2013, could cause the Company’s results in the future to differ materially from the forward‐looking statements made herein and in any other documents or oral presentations made by, or on behalf of, the Company. Forward-looking statements contained herein regarding acquisitions include assumptions about the pricing, timing, and terms and conditions of such acquisitions. We can provide no assurances that our growth strategy will be successfully implemented. In particular, we can provide no assurances that we will find attractive acquisition targets, that we will succeed in negotiating the terms and conditions reflected in the model, or that we will execute any acquisitions during the next five years (including 2014). Forward-looking statements contained herein regarding the performance of our acquisition and same store businesses include assumptions related to future revenue growth. We can provide no assurances that our acquisition and same store businesses will generate the revenue growth set forth herein, or any revenue growth at all. The Company assumes no obligation to update or publicly release any revisions to forward-looking statements made herein or any other forward‐looking statements made by, or on behalf of, the Company. A copy of the Company’s Form 10‐K, and other Carriage Services information and news releases, are available at www.carriageservices.com.
3 $3,080 $246 $214 Service Corp International Stonemor Carriage Who is Carriage Services Inc.? • A national funeral home and cemetery operating company founded by Mel Payne in 1991 • Funeral home and cemetery field operations drives success under a decentralized operating framework • 164 funeral homes in 27 states – 75% of revenue • 32 cemeteries in 11 states – 25% of revenue • Third largest death care consolidator in highly fragmented industry, well positioned for growth by acquisition • Service Corp International and Stewart Enterprises completed their merger in December 2013 further improving the opportunities for Carriage Services, Inc. 3 Industry Players – FY13 Revenues (1) Source: Company filings. (1) Pie chart represents 2013A revenue breakdown for publicly traded companies. Pro forma for acquisition of Stewart Enterprises by SCI, based on the addition of Stewart FY2013 to SCI FY2013. (2) Wall Street estimate. (1) (2)
4 Geographic Diversification in Attractive Markets 4
5 Attractive Industry Trends 2006 2013 Consolidators Independent Source: Center for Disease Control and Prevention, U.S. Census Bureau Large Market Highly Fragmented Secular Trend 5 88.2% 11.8% 88.0% 12.0% Source: Center for Disease Control and Prevention, U.S. Census Bureau. • In 2013, the deathcare industry was expected to total $15.9 billion • The deathcare industry is expected to grow at an average annual rate of 1.6% during the next five years to $17.2 billion • Market share concentration in the industry is low, with the top three consolidators (Carriage, SCI & StoneMor) accounting for an estimated 12.0% of total industry revenue in 2013 • Highly fragmented industry with a majority of the more than 24,000 funeral homes represented by small locally owned independent operations -2.0% -1.0% 0.0% 1.0% 2.0% 3.0% 2 0 0 0 2 0 0 1 2 0 0 2 2 0 0 3 2 0 0 4 2 0 0 5 2 0 0 6 2 0 0 7 2 0 0 8 2 0 0 9 2 0 1 0 2 0 1 1 2 0 1 2 2 0 1 3 Number of Deaths YOY % Change 40 50 60 70 80 90 100 2015 2020 2025 2030 2035 2040 2045 2050 2055 2060 65+ Population Growth ~1.5%
6 Differentiation in Funeral & Cemetery Industry • Carriage’s success has and will continue to be defined by three strategic models: • Standards Operating Model • Focuses on growing market share and employing high performance people which together drive long term operating and financial performance • Designed to achieve modest same store revenue growth and strong and sustainable Field EBITDA Margins at the local business level • Designed to have the Managing Partner and staff share in Field EBITDA growth 6 • Strategic Acquisition Model • Disciplined acquisition in selected markets • 4E Leadership Model • Energy, Energize, Edge, Execution • Standards Operating Model requires strong leadership to grow an entrepreneurial, high value, local personal service and sales business • 4E Leaders have a winning, competitive spirit and want to make a difference not only in their business and community but in Carriage’s performance and reputation Standards Operating Model
7 $- $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 $40.0 0 5 10 15 20 25 Stable Funeral Home Same Store Sales Quarterly Revenue 2009 – Q3 2014 with Seasonality
8 $- $2.0 $4.0 $6.0 $8.0 $10.0 $12.0 $14.0 $16.0 0 5 10 15 20 25 Funeral Home Same Store Quarterly Field EBITDA 2009-Q3 2014 With Seasonality
9 Our Growth Strategy • Adopt a pro-growth business model within an industry that is characterized by its low growth, low technology, and stable earnings • Modest growth in sales of our base businesses resulting in improved margins • Relatively fixed regional and corporate overhead allows for modest increases in Same Store Sales and EBITDA to have greater impact on Free Cash Flow • Make targeted and strategic acquisitions to accelerate growth while maintaining financial discipline • A majority of acquired Field EBITDA falls to Consolidated EBITDA due to operating leverage
10 Disciplined and Targeted Acquisition Strategy 10 • Our Goal is to acquire $16-$18 million in new annual revenue through acquisitions • Target leading performers with strong heritage in their local markets • Comprehensive analysis of a candidate’s market demographics and financial profile • Only consider businesses that will provide an immediate positive impact on cash flow • Concentrate on higher revenue, higher margin, accretive businesses • Exercise Financial Discipline through Valuation Model • Maintain a stable and predictable business model • Sustain EBITDA growth in line with revenue growth from acquisitions Recent Acquisitions at a Glance DATE NAME 5/15/2014 Everly Community Funeral Care (Falls Church, VA) 5/15/2014 Everly Wheatley Funeral Home (Alexandria, VA.) 5/15/2014 Garden of Memories (Metairie, LA) 5/15/2014 Garden of Memories Funeral Home (Metairie, LA) 5/15/2014 Greenwood Funeral Home (New Orleans, LA) 5/15/2014 Shoen Funeral Home (New Orleans, LA) 5/15/2014 Tharp-Sontheimer-Tharp Funeral Home (Metairie, LA) 11/19/2013 Heritage Funeral Homes & Cremation Servces (Chattanooga, TN) 11/19/2013 Heritage Funeral Homes & Crematory (Ft. Oglethorpe, GA) 12/28/2012 Havenbrook Funeral Home (Norma, OK) 12/21/2012 Crespo & Jirrels Funeral and Cremation Services (Baytown, TX) 12/11/2012 Cumby Family Funeral Service (High Point, NC & Archdale, NC) 9/26/2012 Schmidt Funeral Home (Katy, TX) 9/27/2012 Lawton Ritter Gray Funeral Home (Lawton, OK) 6/27/2012 Gray Funeral Home (Grandfield, OK) 3/13/2012 Conner Westbury Funeral Home (Griffin, GA) 2/21/2012 James J. Terry Funeral Home (Downingtown, PA) 12/13/2011 Bryant Funeral Home (New York, NY)
11 SCI Acquisition closed May 15, 2014 • On May 15, 2014, we closed the acquisition of six businesses from Service Corporation International (“SCI”) • Entered two new large strategic markets • New Orleans • Acquired 4 businesses • Improving demographics • Low cremation rates compared to industry average • Alexandria, VA • Acquired 2 businesses • Improving demographics • Decided on these businesses after rigorous due diligence process • FTC approved the deal.
12 $- $50.0 $100.0 $150.0 $200.0 $250.0 2009A 2010A 2011A 2012A 2013A Roll 4Q -Q3 2014 $9.7 $14.1 $14.0 $16.7 $18.7 $18.7 $39.3 $37.8 $36.5 $38.3 $40.5 $41.4 $119.0 $120.9 $120.1 $119.9 $120.2 $118.3 $0.3 $3.3 $11.7 $23.3 $33.7 $41.0 Financial Revenue Cemeteries Same Store FH Acquisitions SCI properties closed May 2014 Historical Revenue 2009 - Roll 4Q to Q3 2014
13 $- $10.0 $20.0 $30.0 $40.0 $50.0 $60.0 2009A 2010A 2011A 2012A 2013A Roll 4Q 2014 $40.1 $44.3 $48.6 $52.6 $56.0 $57.9 Historical Adjusted Consolidated EBITDA 2009 - Roll 4 Q to Q3 2014
14 $- $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 2009A 2010A 2011A 2012A 2013A Roll 4Q 2014 $0.35 $0.50 $0.64 $0.80 $0.98 $1.19 Historical Adjusted Diluted EPS 2009 - Roll 4Q to Q3 2014
15 Strong and Improving Capitalization Profile Historical Total Capitalization Note: Dollars in millions. Total Capitalization $339 $350 $356 $403 $405 31.9% 34.2% 35.6% 33.4% 38.5% 27.7% 26.5% 25.2% 22.3% 22.1% 40.4% 39.2% 39.2% 44.3% 39.4% 0% 25% 50% 75% 100% 2009A 2010A 2011A 2012A 2013A Shareholder's Equity Convert Long-term Debt and Capital Lease
16 Strong Cash Flow and Balance Sheet Adj. Consol. EBITDA / Interest Coverage (2) Free Cash Flow (1) Adjusted EBITDA Note: Dollars in millions. Net Debt / Adj. Consol. EBITDA Debt / Adj. Consol. EBITDA Note: Dollars in millions. (1) Defined as cash flow from continuing operations less maintenance capex. (2) Based on net interest expense. 2.2x 2.6x 2.8x 3.3x 4.5x 0.0 1.0 2.0 3.0 4.0 5.0x 2009A 2010A 2011A 2012A 2013A 5.7x 5.1x 4.7x 5.1x 4.4x 0.0 2.0 4.0 6.0 8.0x 2009A 2010A 2011A 2012A 2013A 5.6x 5.1x 4.7x 5.0x 4.4x 0.0 2.0 4.0 6.0 8.0x 2009A 2010A 2011A 2012A 2013A $14.2 $18.6 $24.2 $20.8 $33.2 0 10 20 30 $40 2009A 2010A 2 11A 2012A 2013A
17 Historical Trust Performance Trust Growth in $’s Compounded Returns Adjusted EBITDA Note: Dollars in millions. Gains & Income (3/31/09 – 2013) Asset Allocation Fixed Income 50% 50% 82% 87% 75% Equity 48% 47% 16% 11% 20% Cash / Other 2% 3% 2% 2% 5% 50% 50% 82% 87% 75% 48% 47% 16% 11% 20% 2% 3% 2% 2% 5% 0% 20% 40% 60% 80% 100% Q2 2009 2010A 2011A 2012A 2013A Fixed Income Equity Cash / Other CSV Discretionary 179.4% 60.9% 33.2% 37.4% 14.2% HY Bond Index 115.8% 50.4% 30.6% 24.4% 7.5% S&P 500 Index 156.1% 79.4% 56.2% 53.0% 32.4% 179.4% 61.0% 33.4% 37.4% 14.2% 115.8% 50.4% 30.6% 24.4% 7.5% 156.1% 79.4% 56.2% 53.0% 32.4% 0% 50% 100% 150% 200% 4.75 4 3 2 1 CSV Discretionary HY Bond Index S&P 500 Index Note: Dollars in millions. Equity $18.1 $3.2 $21.3 $41.6 FI 49.4 44.3 93.6 $18.1 $3.2 $21.3 41.6 $49.4 $44.3 $93.6 0 20 40 60 80 100 120 $140 Gains Income Total Cash Withdrawn Equity FI Discretionary $89.1 $182.9 $159.7 $177.5 $178.8 Non-Discretionary 37.2 50.5 51.7 54.2 45.4 Total 126.3 233.4 211.4 231.7 224.2 $89.1 $182.9 $159.7 $177.5 $178.8 37.2 50.5 51.7 54.2 45.4 0 50 100 150 $200 3/31/09 2010A 2011A 2012A 2013A Discretionary Non-Discretionary
18 0% 5% 10% 15% 20% 25% Convertible Bond Issue March 2014 Repayment in Cash & Shares or all Cash 2.75% Coupon, 32.5% Conversion Premium, 7 Year Subordinated Slow & Limited Dilution Impact % D ilu ti o n
19 $- $50.00 $100.00 $150.00 TIDES New Convert Purchased Acquisition $54.85 Instruments $90.00 $143.75 $90.00 New 2.75% Cash Coupon Convert March 2014 - TIDES Refinanced, SCI Acquisition Financed ($ millions) $90M $143.75 $90M SCI Acquisition $54.85 $144.85 $- $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 TIDES Cash Interest New Convert Cash Interest Interest $6.30 $3.95 Interest Expense Benefit ($ millions) 7% Coupon 2.75% Coupon Additional cash benefits arise from the bond premium amortization tax shield
20 CSV Performance vs S&P 500, Russell 3000
21 The forward looking slides are solely intended to demonstrate the possible impact on our financial results of the successful implementation of our growth strategy by the hypothetical acquisition of businesses aggregating (i) $26 million in assets in 2014 (in addition to the successful integration of the businesses acquired in the SCI transaction) and (ii) $45 million in assets per year for each of the next four years. The model presented on these slides incorporates several assumptions regarding the pricing, timing and terms and conditions of such acquisitions. The model also incorporates several assumptions regarding the financial performance of both acquisition and same store businesses, including assumptions related to the revenues, expenses and cash flows of such businesses, as well as the capital structure of the Company. We can provide no assurances that our growth strategy will be successfully implemented or that the SCI businesses will be successfully integrated. In particular, we can provide no assurances that we will find attractive acquisition targets, that we will succeed in negotiating the terms and conditions reflected in the model, or that we will execute any acquisitions during the next five years (including 2014). Additionally, we can provide no assurances that our acquisition and same store businesses will generate the revenue or earnings growth reflected in the model, or any revenue or earnings growth at all.
22 - 50 100 150 200 250 300 350 2013 2014 2015 2016 2017 2018 Model Revenue at assumed $45M Acquisitions Acquisitions $ 36 Same Store $119 Cemetery $40 Financial $19 $300M+ Combination of Stability & Growth
23 2.8 2.6 2.5 2.4 2.3 2.2 4.4 5.0 4.5 4.3 4.0 3.8 2013 2014 2015 2016 2017 2018 Model Leverage at assumed $45M Acquisitions Senior Secured Total Leverage - 10.0 20.0 30.0 40.0 50.0 60.0 70.0 80.0 90.0 100.0 2013 2014 2015 2016 2017 2018 Model Adjusted EBITDA at assumed $45M Acquisitions
24 44% 44% 11% 12% 5% 5% 13% 14% 2.8 2.6 2.6 2.6 2.7 2.7 2.8 2.8 2.9 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 2014 2015 Asset Turnover (Sales/Assets) Profit Margin (Earnings/Sales) Return on Assets Return on Equity Leverage (Assets/Book) Modeled Earnings Growth Impact at Assumed $45M Acquisitions
25 2014 2015 2016 2017 2018 38% 40% 42% 44% 46% 30% 27% 25% 24% 22% 26% 22% 18% 15% 12% 7% 11% 14% 17% 19% Capital Structure at assumed $45M Acquisitions Equity Convert LT Debt Revolver
26 Appendix
27 GAAP Reconciliation To Adjusted EBITDA 2009A 2010A 2011A 2012A 2013A Roll 4Q Q3 2014 Same Store Funeral $ 118,983 $ 120,882 $ 120,139 $ 119,891 $ 120,191 $ 118,266 Funeral Acquisition $ 310 $ 3,282 $ 11,720 $ 23,317 $ 33,660 $ 40,969 Cemeteries $ 39,316 $ 37,797 $ 36,481 $ 38,279 $ 40,479 $ 41,428 Financial Revenue $ 9,721 $ 14,131 $ 13,973 $ 16,704 $ 18,744 $ 18,681 Total Revenue $ 168,330 $ 176,092 $ 182,313 $ 198,191 $ 213,074 $ 219,344 Consolidated EBITDA $ 39,897 $ 40,649 $ 39,179 $ 48,357 $ 51,457 $ 52,012 Special Items Withdrawable Trust Income $ 236 $ 3,438 $ 4,513 $ 1,916 $ 1,454 $ 1,914 Acquisition/Divestiture Expenses $ - $ 667 $ 1,237 $ 1,340 $ 752 $ 1,456 Severance Costs $ - $ 237 $ 1,936 $ 802 $ 1,462 $ 1,061 Consulting Fees $ - $ - $ - $ - $ 557 $ 493 Litigation Settlements And Other Related Costs $ - $ (682) $ - $ 195 $ - $ - Other Incentive Compensation $ - $ - $ - $ - $ - $ 1,000 Securities Transaction Expenses $ - $ - $ 504 $ - $ 242 $ - Other Special Items $ - $ - $ 1,205 $ - $ 83 $ - Adjusted Consolidated EBITDA $ 40,133 $ 44,309 $ 48,574 $ 52,610 $ 56,007 $ 57,936
28 GAAP Reconciliation To Adjusted Net Income 2009A 2010A 2011A 2012A 2013A Roll 4Q Q3 2014 GAAP Net Income $ 6,136 $ 7,170 $ 6,019 $ 10,317 $ 15,120 $ 14,311 Special Items, Net of Tax Withdrawable Trust Income $ 156 $ 2,269 $ 2,979 $ 1,265 $ 960 $ 1,264 Acquisition/Divestiture Expenses $ - $ 440 $ 816 $ 884 $ 496 $ 961 Severance Costs $ - $ 156 $ 1,278 $ 529 $ 965 $ 701 Consulting Fees $ - $ - $ - $ - $ 368 $ 326 Litigation Settlements And Other Related Costs $ - $ (450) $ - $ (465) $ - $ - Other Incentive Compensation $ - $ - $ - $ - $ - $ 660 Securities Transaction Expenses $ - $ - $ 333 $ - $ 160 $ - Accretion of Discount on Convertible Subordinated Notes $ - $ - $ - $ - $ - $ 1,087 Costs related to the Credit Facility $ - $ - $ 133 $ 2,000 $ 248 $ 688 Gain on Redemption of TIDES $ - $ (209) $ (558) $ - $ - $ - Loss on Redemption of TIDES $ - $ - $ - $ - $ - $ 2,493 Gain on Asset Purchase $ - $ - $ - $ - $ - $ (746) Net Gain on Asset Disposal $ - $ (337) $ - $ - $ - $ - Other Special Items $ - $ - $ 795 $ - $ (484) $ 503 Tax Adjustment From Prior Period $ - $ - $ - $ - $ 260 $ (338) Adjusted Net Income $ 6,292 $ 9,039 $ 11,795 $ 14,530 $ 18,093 $ 21,910